EXHIBIT 10.36
Contract #: 400210
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SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
This agreement, made and entered into this 29 day of Nov., 1994, by and
between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware Corporation (herein
called "Pipeline") and BOSTON GAS COMPANY (herein called "Customer," whether
one or more),
W I T N E S S E T H:
WHEREAS, there currently exists between Pipeline and Customer six service
agreements under Rate Schedule SS-1 (Pipeline's Contract Nos. 400139, 400140,
400141, 400217, 400218 and 412018) which specify an MDWQ of 12,232 dth and an
MSQ of 1,444,651 dth, an MDWQ of 9,338 dth and an MSQ of 653,660 dth, an MDWQ of
43,252 and an MSQ of 2,595,120 dth, an MDWQ of 9 dth and an MSQ of 630 dth, an
MDWQ of 51 dth and an MSQ of 3,570 dth, and an MDWQ of 712 and an MSQ of 49,840
respectively; and
WHEREAS, Pipeline and Customer desire to enter into one service agreement
under Rate Schedule SS-1 which shall supersede the six existing Rate Schedule
SS-1 service agreements referenced above; and
WHEREAS, withdrawal rights under the new Rate Schedule SS-1 service
agreement are consistent with the existing rights of the six existing Rate
Schedule SS-1 service agreements it supersedes;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties do covenant and agree as
follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof and of Pipeline's
Rate Schedule SS-1, Pipeline agrees to provide firm service for Customer under
Rate Schedule SS-1 and to receive and store for Customer's account quantities of
natural gas up to the following quantity:
Maximum Daily Injection Quantity (MDIQ) 24,403 dth
Maximum Storage Quantity (MSQ) 4,747,471 dth
Pipeline agrees to withdraw from storage for Customer, at Customer's
request, quantities of gas up to Customer's Maximum Daily Withdrawal Quantity
(MDWQ) of 65,594 dekatherms, or such lesser quantity as determined pursuant to
Rate Schedule SS-1, from Customer's Storage Inventory, plus Applicable
Shrinkage, and to
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
deliver for Customer's account such quantities. Pipeline's obligation to
withdraw gas on any day is governed by the provisions of Rate Schedule SS-1,
including but not limited to Section 6.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on December 1, 1994 and
shall continue in force and effect until April 30, 2013 and year to year
thereafter unless this Service Agreement is terminated as hereinafter provided.
This Service Agreement may be terminated by either Pipeline or Customer upon
five (5) years prior written notice to the other specifying a termination date
of any year occurring on or after the expiration of the primary term. Subject to
Section 22 of Pipeline's General Terms and Conditions and without prejudice to
such rights, this Service Agreement may be terminated at any time by Pipeline in
the event Customer fails to pay part or all of the amount of any xxxx for
service hereunder and such failure continues for thirty (30) days after payment
is due; provided, Pipeline gives thirty (30) days prior written notice to
Customer of such termination and provided further such termination shall not be
effective if, prior to the date of termination, Customer either pays such
outstanding xxxx or furnishes a good and sufficient surety bond guaranteeing
payment to Pipeline of such outstanding xxxx.
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED CONTRACT TERM OR THE
PROVISION OF A TERMINATION NOTICE BY CUSTOMER TRIGGERS PREGRANTED ABANDONMENT
UNDER SECTION 7 OF THE NATURAL GAS ACT AS OF THE EFFECTIVE DATE OF THE
TERMINATION. PROVISION OF A TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS
CUSTOMER'S RIGHT OF FIRST REFUSAL UNDER SECTION 3.13 OF THE GENERAL TERMS AND
CONDITIONS ON THE EFFECTIVE DATE OF THE TERMINATION.
In the event there is gas in storage for Customer's account on April 30 of
the year of termination of this Service Agreement, this Service Agreement shall
continue in force and effect for the sole purpose of withdrawal and delivery of
said gas to Customer for an additional one-hundred and twenty (120) days.
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SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain subject to the
applicable provisions of Rate Schedule SS-1 and of the General Terms and
Conditions of Pipeline's FERC Gas Tariff on file with the Federal Energy
Regulatory Commission, all of which are by this reference made a part hereof.
Customer shall pay Pipeline, for all services rendered hereunder and for
the availability of such service in the period stated, the applicable prices
established under Pipeline's Rate Schedule SS-1 as filed with the Federal Energy
Regulatory Commission and as the same may be hereafter revised or changed.
Customer agrees that Pipeline shall have the unilateral right to file with
the appropriate regulatory authority and make changes effective in (a) the rates
and charges applicable to service pursuant to Pipeline's Rate Schedule SS-1, (b)
Pipeline's Rate Schedule SS-1, pursuant to which service hereunder is rendered
or (c) any provision of the General Terms and conditions applicable to Rate
Schedule SS-1. Notwithstanding the foregoing, Customer does not agree that
Pipeline shall have the unilateral right without the consent of Customer
subsequent to the execution of this Service Agreement and Pipeline shall not
have the right during the effectiveness of this Service Agreement to make any
filings pursuant to Section 4 of the Natural Gas Act to change the MDIQ, MSQ and
MDWQ specified in Article I, to change the term of the service agreement as
specified in Article II, to change Point(s) of Receipt Specified in Article IV,
to change the Point(s) of Delivery specified in Article IV, or to change the
firm character of the service hereunder. Pipeline agrees that Customer may
protest or contest the aforementioned filings, and Customer does not waive any
rights it may have with respect to such filings.
3
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The natural gas received by Pipeline for Customer's account for storage
injection pursuant to this Service Agreement shall be those quantities scheduled
for delivery pursuant to Service Agreements between Pipeline and Customer under
Rate Schedules CDS, FT-1, SCT, PTI or IT-1 which specify as a Point of Delivery
the "SS-1 Storage Point". For purposes of billing of Usage Charges under Rate
Schedules CDS, FT-1, SCT, PTI or IT-1, deliveries under Rate Schedules CDS, FT-
1, SCT, PTI or IT-1 for injection into storage scheduled directly to the "SS-1
Storage Point" shall be deemed to have been delivered 60% in Market Zone 2 and
40% in Market Zone 3. In addition, at Customer's request any positive or
negative variance between scheduled deliveries and actual deliveries on any day
at Customer's Points of Delivery under Rate Schedules CDS, FT-1, SCT, or IT-1
shall be deemed for billing purposes delivered at the Point of Delivery and
shall be injected into or withdrawn from storage for Customer's account. In
addition to accepting gas for storage injection at the SS-1 Storage Point,
Pipeline will accept gas tendered at points of interconnection between Pipeline
and third party facilities at Oakford and Xxxxx Storage Fields provided that
such receipt does not result in Customer tendering aggregate quantities for
storage in excess of the Customer MDIQ.
The Point(s) of Delivery at which Pipeline shall deliver gas shall be
specified in Exhibit A of the executed service agreement.
Exhibit A and B are hereby incorporated as part of this Service Agreement
for all intents and purposes as if fully copied and set forth herein at length.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account shall conform
and be subject to the provisions of Section 5 of the General Terms and
Conditions. Customer agrees that in the event Customer tenders for service
hereunder and Pipeline agrees to accept natural gas which does not comply with
Pipeline's quality
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SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
specifications, as expressly provided for in Section 5 of Pipeline's General
Terms and Conditions, Customer shall pay all costs associated with processing of
such gas as necessary to comply with such quality specifications.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the General Terms and
Conditions of Pipeline's FERC Gas Tariff, any notice, request, demand,
statement, xxxx or payment provided for in this Service Agreement, or any notice
which any party may desire to give to the other, shall be in writing and shall
be considered as duly delivered when mailed by registered, certified, or regular
mail to the post office address of the parties hereto, as the case may be, as
follows:
(a) Pipeline: Texas Eastern Transmission Corporation
0000 Xxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000-0000
(b) Customer: BOSTON GAS COMPANY
XXX XXXXXX XXXXXX
XXXXXX, XX 00000
or such other address as either party shall designate by formal written notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or consolidation to
the properties, substantially as an entirety, of Customer, or of Pipeline, as
the case may be, shall be entitled to the rights and shall be subject to the
obligations of its predecessor in title under this Service Agreement; and either
Customer or Pipeline may assign or pledge this Service Agreement under the
provisions of any mortgage, deed of trust, indenture, bank credit agreement,
assignment, receivable sale, or similar
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SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
instrument which it has executed or may execute hereafter; otherwise, neither
Customer nor Pipeline shall assign this Service Agreement or any of its rights
hereunder unless it first shall have obtained the consent thereto in writing of
the other; provided further, however, that neither Customer nor Pipeline shall
be released from its obligations hereunder without the consent of the other. In
addition, Customer may assign its rights to capacity pursuant to Section 3.14 of
the General Terms and Conditions. To the extent Customer so desires, when it
releases capacity pursuant to Section 3.14 of the General Terms and Conditions,
Customer may require privity between Customer and the Replacement Customer, as
further provided in the applicable Capacity Release Umbrella Agreement.
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement shall be in
accordance with the laws of the State of Texas without recourse to the law
governing conflict of laws.
This Service Agreement and the obligations of the parties are subject to
all present and future valid laws with respect to the subject matter, State and
Federal, and to all valid present and future orders, rules, and regulations of
duly constituted authorities having jurisdiction.
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SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the effective date of
this Service Agreement, the contract(s) between the parties hereto as described
below:
Service Agreements dated December 30, 1993, November 1, 1994 and 11/7/94
between Pipeline and Customer under Pipeline's Rate Schedule SS-1
(Pipeline's Contract No. 400139, 400140, 400141, 400217, 400218 and 412018)
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SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
IN WITNESS WHEREOF, the Parties hereto have caused this Service Agreement
to be signed by their respective Presidents, Vice Presidents, or other duly
authorized agents and their respective corporate seals to be hereto affixed and
attested by their respective Secretaries or Assistant Secretaries, the day and
year first above written.
TEXAS EASTERN TRANSMISSION CORPORATION
By /s/ Xxxxxx X. Xxxxx
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Vice President
ATTEST:
/s/ Xxxxxx X. Xxxx
-----------------------
XXXXXX X. XXXX
CORPORATED SECRETARY BOSTON GAS COMPANY
By /s/ Xxxxxxx X. Xxxxxxx
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ATTEST:
_______________________
8
CONTRACT #: 400210
EXHIBIT A, POINT(S) OF DELIVERY, DATED 11-29-94,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE SS-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("PIPELINE"), AND
BOSTON GAS COMPANY, ("Customer"),
DATED 11-29-94:
Maximum
Daily Delivery Measurement
Point of Delivery Pressure Responsi-
Delivery Description Obligation Obligation bilities Owner Operator
-------- -------------- ---------- ---------- ----------- ----- --------
(dth)
1. 70087 ALGONQUIN - LAMBERTVILLE, 30,798 AS REQUESTED TX EAST TX EAST ALGONQUIN
NJ HUNTERDON CO., NJ BY CUSTOMER, XXXX XXXX
NOT TO
EXCEED 750
PSIG
2. 00000 XXXXXXXXX - XXXXXXX, XX 47,028 AS REQUESTED TX EAST TX EAST ALGONQUIN
XXXXXX CO., NJ BY CUSTOMER, XXXX XXXX
NOT TO
EXCEED 750
PSIG
3. 79818 AGT-BOSTON GAS - FOR 0 N/A N/A N/A N/A
NOMINATION PURPOSES
provided, however, that until changed by a subsequent Agreement between Pipeline
and Customer, Pipeline's aggregate maximum daily delivery obligations at each of
the Points of Delivery described above, including Pipeline's maximum daily
delivery obligation under this and all other firm Service Agreements existing
between Pipeline and Customer, shall in no event exceed the following:
A-1
CONTRACT #: 400210
EXHIBIT A, POINT(S) OF DELIVERY (CONTINUED)
BOSTON GAS COMPANY
AGGREGATE MAXIMUM DAILY
POINT OF DELIVERY DELIVERY OBLIGATION (DTH)
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NO. 1 199,485
NO. 2 75,696
SIGNED FOR IDENTIFICATION
PIPELINE: /s/ Xxxxxx X. Xxxxx
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CUSTOMER: /s/ Xxxxxxx X. Xxxxxxx
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SUPERSEDES EXHIBIT A DATED __________
A-2
